SC 13D/A 1 p18-1988sc13da.htm PINNACLE FOODS INC.

SECURITIES AND EXCHANGE COMMISSION  
   
Washington, D.C. 20549  
_______________  
   
SCHEDULE 13D/A
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)
 

Pinnacle Foods Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

72348P104

(CUSIP Number)
 

Eleazer Klein, Esq.

Marc Weingarten, Esq.

919 Third Avenue
New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

October 26, 2018

(Date of Event which Requires
Filing of this Schedule)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

(Page 1 of 4 Pages)

--------------------------

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 72348P104SCHEDULE 13D/APage 2 of 4 Pages

 

1

NAME OF REPORTING PERSON

JANA PARTNERS LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0%

14

TYPE OF REPORTING PERSON

IA

         

 

 

 

CUSIP No. 72348P104SCHEDULE 13D/APage 3 of 4 Pages

 

This Amendment No. 2 ("Amendment No. 2") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on April 19, 2018 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed with the SEC on June 27, 2018 ("Amendment No. 1", and together with the Original Schedule 13D and this Amendment No. 2, the "Schedule 13D") with respect to the shares ("Shares") of common stock, par value $0.01 per share, of Pinnacle Foods Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 shall have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 3, 5 and 7. This is the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Person.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
   
  Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
   
    In connection with the merger of the Issuer with Conagra Brands, Inc. ("Conagra"), each Share owned prior to the merger was exchanged for $43.11 in cash and 0.6494 shares of common stock of Conagra. As a result, as of the close of business on the date hereof, the Reporting Person no longer may be deemed to beneficially own any Shares.

 

Item 5. INTEREST IN SECURITIES OF THE COMPANY.
   
  Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
     
  (a) – (b) As of the close of business on the date hereof, the Reporting Person no longer may be deemed to beneficially own any Shares.
     
  (c) In connection with the merger of the Issuer with Conagra, for each Share owned prior to the merger, the stockholders of the Issuer (including, the accounts under the management and control of the Reporting Person) received $43.11 in cash and 0.6494 shares of common stock of Conagra.  All other transactions in the Shares effected by the Reporting Person during the past sixty days , which were all in the open market, are set forth in Exhibit E hereto, and are incorporated herein by reference.
     
  (d) Not applicable.
     
  (e) October 26, 2018.
       

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS.
   
  Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
  Exhibit E: Transactions in the Shares of the Issuer During the Last 60 Days
   

 

 

CUSIP No. 72348P104SCHEDULE 13D/APage 4 of 4 Pages

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 26, 2018

 

 

  JANA PARTNERS LLC
     
     
  By: /s/ Jennifer Fanjiang
  Name: Jennifer Fanjiang
  Title: General Counsel